The plaintiff is entitled to summary judgment as the defendant's claims do not raise triable issues under Rule O 14.

Suraya Othman J:

Introduction

[1] Enclosure 7 is the plaintiff's application for summary judgment against the defendant under Rules of 2012, O 14 for breach of a sale and purchase agreement for shares ["this application"].

Brief Facts

[2] MSW Ventures is a majority shareholder in Mayshowa Sdn Bhd. The plaintiff was a financial director of the former holding 40% of its shares while the defendant is a majority shareholder of MSW Ventures.

[3] The plaintiff and defendant entered into an agreement dated 7 August 2014 for the purchase of shares of MSW Ventures Sdn Bhd where the plaintiff agreed to sell and the defendant agreed to purchase 420,000 units of shares owned by the plaintiff in MSW Ventures Sdn Bhd at the price of RM 5,479,520 ("said agreement").

[4] At all material times, the plaintiff fulfilled his obligations under the said agreement which was to have been perfected on or before 31 August 2014.

[5] As a result of partial payment by the defendant, there was an outstanding amount of RM 2,256,537,27 which led to the plaintiff filing this application before the court.

Issue(s) Before The court

[6] The issue before me is whether the plaintiff is entitled to summary judgment against the defendant. Whether there are triable issues raised by the defendant to warrant a full trial.

Plaintiff's Submission

The plaintiff was represented by Mr Lye Wing Vei and assisted by Miss Yap Hsu Lyn.

[7] The plaintiff contended that:-

i. the defendant's defence was devoid of merit;

ii. the said agreement was binding on both parties; and

iii. the defendant's defence touching on the plaintiff's responsibilities as the director or financial director in Mayshowa was baseless and irrevelant.

Defendant's Submission

The defendant was represented by Miss Lina Chik.

[8] The defendant asserted that he agreed to purchase the plaintiff's shares under a misrepresentation. He alleged that there was fraudulent payments in Mayshowa where one of the employees, to wit, one Miss Thong, was known to have misappropriated company funds for her personal gain. The defendant complained that these fraudulent transactions happened due to the plaintiff's "gross negligence".

[9] The defendant further claimed that he agreed to purchase the plaintiff's shares under the impression that Mayshowa's losses were about RM 2.9 million only. Relying on an audit report valuing Mayshowa's losses at RM 12.7 million, the defendant claimed that the said agreement was tainted by mala fideas it was entered into by the plaintiff to escape liability for the aforementioned losses.

Decision

[10] The principles governing O 14 applications are well-established. In Cempaka Finance Bhd v. Ho Lai Ying & Anor, 2005 MarsdenLR 191 as follows:-

"In an application under O 14, the burden is on the plaintiff to establish the following conditions: that the defendant must have entered appearance; that the statement of claim must have been served on the defendant; that the affidavit in support must comply with r 2 of O 14 in that it must verify the facts on which the claim is based and must state the deponent's belief that there is no defence to the claim. (See Supreme Leasing Sdn Bhd v. Dior Enterprises & Ors, [1990] 2 MLJ 36). Once those conditions are fulfilled, the burden then shifts to the defendant to raise triable issues. The law on this is trite.... If the plaintiff fails to satisfy either of these considerations, the summons may be dismissed. If however, these considerations are satisfied, the plaintiff will have established a prima facie case and he becomes en